Recognition of Transfer Sample Clauses

Recognition of Transfer. The Company shall not recognize for any purpose any purported Transfer of all or any portion of the interest in the Company of a Shareholder unless (i) the provisions of Section 3.01 hereof shall have been complied with, and (ii) there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the transferring Shareholder and the Assignee and such notice (A) contains the acceptance by the Assignee of all the terms and provisions of this Agreement and the Assignee’s agreement to be bound thereby, (B) represents that such Transfer was made in accordance with all applicable laws and regulations, and (C) contains a power of attorney authorizing the Company to execute this Agreement on behalf of the Assignee.
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Recognition of Transfer. (a) The Company shall not recognize for any purpose any purported Transfer of all or any portion of the Member’s Interest (including some or all of its rights or obligations hereunder) and no transferee of all or any portion of such Interest shall be admitted as a Member hereunder unless: (i) the provisions of Sections 10.1, 10.2, 10.3(b) and 10.8 shall have been complied with; (ii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both transferor and the transferee; (iii) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied, including the Transfer having been made pursuant to an exemption from the Securities Act and in compliance with the provisions of New York corporate securities law or any other applicable state real estate or securities laws or regulations, and such Transfer shall not jeopardize the availability of the Company’s exemption from registration in connection with the original offering and sale of Interests referred to in Section 11.4(a); (iv) such Transfer will not cause the Company to be treated as a publicly traded partnership for federal income tax purposes; (v) the books and records of the Company shall have been changed (which change shall be made as promptly as practicable) to reflect the admission of such Member; (vi) all necessary instruments reflecting such admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members; and (vii) the Managing Member shall have received such advice and opinions from counsel to the transferor and counsel to the Company as the Managing Member shall reasonably deem appropriate to determine that the Transfer complies with the requirements of clauses (iii) and (iv) above. (b) Each transferee, as a condition to its admission as a Member, shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Inte...
Recognition of Transfer. The Partnership will not be obligated to recognize for any purpose any Transfer of any Partnership Interest unless (i) there shall have been filed with the Partnership a duly executed and acknowledged counterpart of the instrument making such Transfer signed by both the Transferring Preferred Partner and the Transferee and such instrument evidences, inter alia, the written acceptance by the Transferee of all of the terms and provisions of this Agreement and represents that such Transfer was made in accordance with all applicable Law (including investment suitability standards) and (ii) such a Transfer is permitted under this Article 5. Irrespective of whether or not any successor to a Partner or a purported Transferee of a Partner’s Partnership Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreement. As a condition to any voluntary Transfer of a Partnership Interest, the General Partner may require that the Transferring Preferred Partner or the Transferee of the Partnership Interest or their respective representatives provide to the Partnership information that is reasonably requested by counsel to the Partnership to enable such counsel to determine that such Transfer is not prohibited by this Article 5.
Recognition of Transfer. (a) The Partnership shall not recognize for any purpose any purported Transfer of any Interest (including some or all of its rights or obligations hereunder) and no Transferee of any Interest shall be admitted as a Limited Partner hereunder unless: (i) the applicable provisions of this Agreement shall have been complied with; (ii) the Partnership shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the General Partner, executed and acknowledged by both transferor and the transferee; (iii) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied; (iv) the books and records of the Partnership shall have been changed by the General Partner to reflect the admission of such transferee; and (v) such Transfer will not cause a termination of the Partnership for Federal income tax purposes. (b) Each transferee, as a condition to the Partnership’s recognition of such Transfer, shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the General Partner, as the General Partner may deem necessary or desirable in its sole discretion to effectuate such Transfer and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Interest acquired by such transferee. The recognition of any Transfer shall not require the approval of any other Partner.
Recognition of Transfer. Upon a Permitted Transfer of Units, and as a condition to recognizing the effectiveness and binding nature of any Permitted Transfer, and (subject to Section 12.13) substitution of a Person as a Unitholder, the Board of Managers may require the transferring Unitholder and the proposed transferee to execute, acknowledge and deliver to the Board of Managers such instruments of transfer, assignment and assumption and such other agreements and to perform all such other acts that the Board of Managers may deem reasonably necessary or desirable to (a) constitute such Person as a Unitholder, (b) confirm that the Person desiring to become a Unitholder has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of this Agreement (whether such Person is to be admitted as a new Member or will merely be an Economic Interest Owner), (c) maintain the status of the Company as a partnership for federal income tax purposes and (d) assure compliance with any applicable state and federal laws, including securities laws and regulations.
Recognition of Transfer. (a) Any Transfer of an Interest in contravention of any of the provisions of this Section IX shall be void and ineffective and shall not be binding upon or recognized by the Partnership. (b) A Transferee of a beneficial interest in the Interest who is not admitted as a Substituted Limited Partner, shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books or to vote on any matter, and it shall only be entitled to receive distributions from the Partnership and allocations of income, gain, loss and deduction attributable to the beneficial interest in the Interests acquired by reason of such Transfer from the first day of the month following the month in which the written instrument of Transfer, executed by the assignor and in form and substance as set forth in Section 9.01, and other documents requested by the General Partner pursuant to the provisions of Section 9.01 shall have been received by the Partnership. (c) Anything contained herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the Transferor of such Units as the absolute owner thereof in all respects, and shall incur no liability for allocations of income, gain, loss or deduction or for distributions to the assignor until the first day of the calendar month following the month in which the Partnership shall have received all of the documents provided for in Section 9.01.
Recognition of Transfer. No Transfer of any Securities that is in violation of this Section 8.3 shall be valid or effective, and the Company shall have no obligation to recognize such invalid Transfer. The Company shall not incur any liability as a result of refusing to make any payments of any kind in respect of the Securities to the transferee of any such invalid Transfer.
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Recognition of Transfer. The Fund shall not recognize for any purpose any purported Transfer of all or any portion of the Units of a Limited Partner unless (i) the provisions of this Section 11 shall have been complied with, and (ii) the General Partner shall have received such instruments, in form and substance satisfactory to the General Partner, containing such representations, warranties and agreements as the General Partner may deem necessary or appropriate, and which shall also contain the acceptance by the Assignee of all the terms and provisions of this Agreement and the Assignee’s agreement to be bound thereby. The General Partner may, but is not obligated to, also require as a condition to any Transfer an opinion of counsel acceptable to the General Partner (who may be counsel to the Fund) satisfactory in form and substance to the General Partner covering such matters as the General Partner shall request.
Recognition of Transfer. (a) The Company shall not recognize for any purpose any purported Transfer of any Units (including some or all of a Member’s rights or obligations hereunder) unless: (i) the applicable provisions of this Agreement shall have been complied with; (ii) the Company shall have been furnished with the documents effecting such Transfer, in form and substance satisfactory to the Manager, in its sole (but reasonable) discretion, executed and acknowledged by both transferor and the transferee; (iii) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied; and (iv) the books and records of the Company shall have been changed by the Manager (which change the Company shall cause to be made as promptly as practicable) to reflect the Transfer to, and admission of, such transferee as a Member. (b) Each transferee, as a condition of the Company’s recognition of such Transfer, shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the Manager, as the Manager deems necessary or desirable in its sole reasonable discretion, to effectuate such Transfer and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Units acquired by such transferee.
Recognition of Transfer. No Transfer of any Shares that is in violation of this Article VI shall be valid or effective, and neither JVCO nor any Shareholder shall recognize such invalid Transfer. Neither JVCO nor any Shareholder shall incur any liability as a result of refusing to make any distributions to the transferee of any such invalid Transfer.
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